Pyysäri is dissecting Citycon’s board statement.
However, he doesn’t seem to have been convinced despite the thorough statement…
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I have to tip my hat a bit to Aki Pyysing for that piece.
The whole takeover bid is legalized robbery, where assets worth 8+ euros per share are being redeemed for 4- euros. I’ve been dreaming that some major owners (Ilmarinen) would have taken a stand against the bid, but there hasn’t been any signal of that.
In Finland, we also have financial media (Kauppalehti, Arvopaperi, Talouselämä, HS Visio) and the Finnish Shareholders Federation, but not much criticism has been seen while a foreign majority owner robs a company from the Helsinki stock exchange.
The Financial Supervisory Authority (Finanssivalvonta) or others probably aren’t very interested in what kind of Corporate Governance is being used to handle things either.
If I didn’t have my own money tied up in the company, I’d be laughing out loud at this statement from Deutsche Bank:
I’m not exactly surprised that not a single person’s name can be found in the document. I wouldn’t have the nerve to sign something like that either and would just put the company name at the bottom 
The board’s statement apparently contains the answer to what happens if you don’t accept the offer:
”A shareholder whose shares represent more than half (1/2) of the votes cast at a general meeting can, according to the Finnish Companies Act (624/2006, as amended, the “Companies Act”), decide on all matters that are decided at a general meeting by a simple majority of votes. It is possible that G City may, as a result of the Tender Offer, achieve an ownership interest exceeding two-thirds (2/3) of the votes represented by Citycon’s Shares. A shareholder whose shares represent at least two-thirds (2/3) of the votes cast and the shares represented at a general meeting can, according to the Companies Act, decide on, among other things, directed share issues, share repurchases, amendments to Citycon’s articles of association, mergers, demergers, and the placement of Citycon into voluntary liquidation. It is possible that G City could in practice exercise such influence even if it owned less than two-thirds (2/3) of Citycon’s shares and votes, depending on the number of shares and votes represented at the general meeting in question.”
Apparently, the intention is to use those measures to transfer all the money into the pockets of the majority owner and their inner circle 
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There’s still time to answer the poll!
I originally set the poll to end on Feb 20th, which was when the offer period was supposed to expire, but this whole mess took a completely new turn and, along with it, a new closing date. I think it’s fun to see others’ perspectives on the matter through the poll.
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Exactly, distributing cash and loading more debt onto the company at the same time…
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The company certainly isn’t as close to bankruptcy as some parties suggest, considering they are borrowing over 500 million euros more.
In my opinion, we should take the dividends and demand a proper price for Citycon from the “Catman” (Katzman). Let’s not cave in to blackmail and this legalized robbery or “mandatory tender offer.” If we trim our positions, let’s sell them to the market and not to the “Catman.”
The likes of Maija Vehviläinen (Arvopaperi journalist) and others talk about investing the money in “better opportunities.” They just can’t seem to name even one. It’s rare to get premium shopping centers at half price.
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Taking this additional loan smells strongly of a squeeze-out play. But there’s nothing for it but to sit tight and then go to arbitration if they manage to scrape together that 90 percent, which I’m a bit skeptical about. It might be that they’ll wait at least 6 months and buy out the rest if they don’t get enough and really want to take full control of the company.
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This matter came up on Discord, and I thought I’d ask if anyone here has definitive information on the matter.
As I understand it, the situation after the tender offer is that if Katzman / G City does not reach 90% of the shares, he cannot buy Citycon shares at a price exceeding 3.80 euros over the next 9 months without paying additional compensation to those who accepted the tender offer.
Could Citycon, however, start buying back its own shares at any price without Katzman having to worry about it? That would be a very effective way to indirectly increase Katzman’s ownership stake and a convenient way to circumvent the aforementioned regulation according to the letter of the law.
Previously, it was clarified that Citycon was allowed to buy back its own shares, and exceeding the 50% ownership threshold because of this did not create a mandatory bid obligation for G City and the “Catman” (Katzman).
https://www.kauppalehti.fi/uutiset/a/06378f88-04d2-47de-ad3f-a0b35913ffe0
“Based on an exemption under the Securities Markets Act, when the change in ownership share results solely from the company’s own actions, exceeding the threshold does not trigger an obligation to make a mandatory public tender offer until Gazit-Globe, which exceeded the limit, acquires or subscribes to more shares in the company or otherwise increases its voting rights in the company.”
I don’t know if there is any reason why the above legal provision wouldn’t apply, but I would assume that share buybacks are kosher.
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In my opinion, the kind of activity you described would go directly against the basic principles of the Limited Liability Companies Act, but fortunately, we do not have to rely solely on my shaky interpretation, as the answer to this can be found in Chapter 11 of the Securities Markets Act:
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What has been exceptional in this case is that the board’s statement was issued so late compared to the announcement of the mandatory tender offer. Normally, it is issued immediately after the announcement of the mandatory bid, or at the latest when the offer document is published. This time, it was only released after those. Clearly, it wasn’t an easy matter for the board or Deutsche Bank – who knows. This won’t end here.
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The Koskikeskus shopping center has quietly moved into the ownership of Koskikarhu Holding Oy. I haven’t looked into who owns the company or anything. Interesting things going on regarding Citycon.
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That Koskikarhu CEO Nowakowski Michal Leszek is, among others, the CEO of Citycon Finland.
The address for Omppu is the same as Citycon’s. And the same gentleman is the CEO or a member in other shopping center-related companies as well.
LinkedIn says he is the CEO of Citycon Finland and Estonia.
Koskikarhu Holding Oy - Registration details | Suomen Asiakastieto Oy Koskikarhu Holding Oy - Rekisteritiedot | Suomen Asiakastieto Oy
https://www.proff.fi/rooli/nowakowski-michal-leszek/-/vosDDMvU0vyHdgbH2K5dgb
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Based on quick database searches, Koskikarhu Holding Oy is owned by Rocca al Mare Kaubanduskeskuse AS (Estonia), which in turn is owned by Montalbas B.V. (Netherlands), which is then ultimately owned by Citycon Oyj.
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